HAWKEYE INNOVATIONS, LLC
TERMS AND CONDITIONS OF SALE
TERMS AND CONDITIONS
Buyer hereby acknowledges it has read and agrees with the following terms and conditions. Products and services furnished by Seller are sold only on the terms and conditions stated herein, notwithstanding any different or additional terms or conditions stated on any Customer documentation, such as a purchase order, which purport to add to, modify, supersede, or alter the terms hereof, which documentation is expressly rejected hereby by Seller. Seller’s performance of any contract is expressly made conditional on Customer’s agreement to the terms and conditions stated herein unless otherwise specifically agreed to in writing by Seller. In the absence of such agreement, commencement of performance and/or delivery shall be deemed to be for Customer’s convenience only and shall not be deemed or construed to be acceptance of Customer’s terms and conditions or any of them. Further, Customer’s acceptance of any product or service shall be deemed acceptance of the terms and conditions stated herein. These terms and conditions and the sale of products by Seller shall be governed and construed in accordance with the laws of the State of Texas. Any action or proceeding commenced under or with respect to these terms and conditions shall be brought only in the district courts of Collin County, Texas.
PRICES
All prices are subject to the terms and conditions stated herein as well as any additional terms and conditions that may appear on the face of the invoice or other documentation provided by the Seller specifically governing the sale. In the case of a conflict between the terms and conditions stated herein and those appearing in other documentation provided by the Seller, the latter shall control. Seller’s prices are subject to change without notice. Unless otherwise stated in writing by Seller, all prices shall be exclusive of transportation, insurance, taxes, license fees, customs fees, duties, premiums, fees, and other charges. Any such taxes, fees, and charges will at Seller’s option be added to the price or paid directly by the Customer. Prices are for products only and do not include equipment, tools, dies, technical data, proprietary rights of any kind, patent rights, tests, or packaging (other than Seller’s standard packaging), unless expressly agreed to in writing by Seller.
TERMS OF PAYMENT
Payment in full is due prior to delivery. Payment of each of Seller’s invoices, whether or not such invoice covers Customer’s entire order shall be made in accordance with the terms of the invoice. If Customer fails to perform the terms of payment of any invoice or if the financial condition of Customer shall become impaired or unsatisfactory to Seller, or if necessitated by any act, or requirement of any governmental authority, Seller in its sole discretion, reserves the right to change the terms of payment and/or defer or discontinue further shipments without prejudice to any other lawful remedy available to Seller. Seller also reserves the right in the case of any of the foregoing events to cancel all of Customer’s orders, in which event Customer shall fully compensate Seller for any commitments, obligations, expenditures, expenses, and costs that Seller may have incurred in connection with the orders (e.g., conversion charges, restocking charges). Unless otherwise specified on the face hereof, Seller shall have the right to make partial shipments. Each partial shipment shall be deemed a separate sale and payment shall become due therefore, in accordance with the terms of payment of the related invoice. A delinquency charge of 1-1/2% interest per month overdue will be charged on past due accounts but in no event will the delinquency charge be greater than the maximum rate permitted by law. Customer shall pay all fees and expenses (including attorneys’ fees) incurred by Seller in the enforcement of Seller’s rights hereunder. Title for financial security purposes shall remain with Seller until Customer has made payment in full in accordance with the terms hereof. Customer shall defend, indemnify, and hold Seller harmless from any and all liability, claims, losses, damages, costs, and expenses (including reasonable attorneys’ fees and costs) arising from Customer’s breach of these terms and conditions of sale.
TRANSPORTATION AND RISK OF LOSS
Transportation will normally be in accordance with Customer’s shipping instructions. Risk of loss or damage shall pass to Customer upon delivery of the products to the transportation company. Confiscation or destruction of, or damage to products shall not release, reduce, or in any way affect the liability of Customer to make payment therefore. Notwithstanding any defect or nonconformity, or any other matter, such risk of loss or damage shall remain in Customer until the products are returned at Customer’s expense to such place as Seller may designate in writing. Customer, at its expense, shall fully insure products against all loss or damage until Seller has been paid in full thereof, or the products have been returned to Seller. All products must be inspected upon receipt and claims must immediately be filed with the transportation company and Seller when there is evidence of shipping damage, either concealed or external. Unless otherwise specified by Seller in writing as used in the clauses appearing herein or attached hereto, “delivery” shall occur when the product is delivered to the transportation company.
PERFORMANCE
Delivery and shipment dates are estimates only, and Seller does not guarantee delivery or shipment on or by such dates. Seller will make reasonable efforts to observe its dates indicated for delivery or other performance. However, Seller shall not be liable in any way because of any delay in performance hereunder due to unforeseen circumstances or to causes, beyond its control, including, without limitation, strike, lockout, embargo, riot, war, act of terrorism, fire, act of God, accident, failure or breakdown of components necessary to order completion, subcontractor, supplier or Customer caused delays, inability to obtain labor, materials or manufacturing facilities, or compliance with any law, regulation or order. Performance shall be deemed suspended during and extended for such time as any such circumstances or causes delay its execution. When such circumstances or causes have been remedied, Seller will make and Customer shall accept performance hereunder. Seller reserves the right, in its sole discretion, to allocate inventories and current productions and substitute suitable materials, when, in its opinion, such allocation or substitution is necessary or legally required due to such circumstances or causes. As used herein, “performance” shall include, without limitation, fabrication, assembly, shipment, delivery, testing, and warranty repair or replacement as applicable.
ACCEPTANCE
Each product furnished by Seller shall be deemed accepted by Customer unless written notice of defect or nonconformity is received by Seller within ten (10) days of delivery thereof. Notwithstanding the foregoing, use of any such product by Customer, its agents, employees, or licensees, for any purpose after delivery thereof, shall constitute acceptance of the product by Customer. All products accepted shall be paid for regardless of any claim relating to other deliveries or undelivered products.
CANCELLATION, SUSPENSION OR MODIFICATIONS BY CUSTOMER
Customer’s order can be cancelled, suspended, or modified only with Seller’s prior written consent.
INTELLECTUAL PROPERTY
No license or right is granted hereunder by Seller to Customer, directly or indirectly, under any patent, trademark, trade secret, or other intellectual property right. For the avoidance of doubt, Seller shall retain exclusive ownership of all right, title, and interest, throughout the world, in all intellectual property relating to product(s) purchased by Customer. Customer and Seller shall retain all rights in their respective trademarks and trade names. Customer agrees not to copy, alter, modify, reverse engineer, or attempt to derive the composition or underlying information, structure or ideas of the product(s) and must not remove, overprint, deface or change any notice of confidentiality, copyright, trademark, logo, legend or other notices of ownership thereon.
LIMITED WARRANTY
Seller warrants for a period of one (1) year from the date of purchase, only to the original purchaser, that each product delivered shall materially conform to the published product specifications in effect as of the date of shipment. This warranty does not extend to any products which have been subject to misuse, adverse conditions, abuse, neglect, or accident, or which have been altered or repaired outside of Seller’s control, or which have not been used strictly in accordance with all manuals and instructions. OTHER THAN THE WARRANTIES SET FORTH ABOVE, SELLER MAKES NO REPRESENTATIONS OR WARRENTIES WHATSOEVER WITH RESPECT TO THE PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. SELLER HAS NO CONTROL OF THIRD-PARTY INSTALLATION OR USE OF THE PRODUCTS. ACCORDINGLY, SELLER ASSUMES NO LIABILITY FOR VEHICLE FUNCTIONALITY OR SAFETY DURING OR AFTER THIRD-PARTY INSTALLATION OF THE PRODUCT. ADDITIONALLY SELLER ASSUMES NO LIABILITY FOR ANY DAMAGE CAUSED TO THE VEHICLE OR THE PRODUCT AS A RESULT OF INSTALLATION OF THE PRODUCT. SELLER ASSUMES NO RESPONSIBILITY FOR THIS PRODUCT IN ANY USE.
IN ALL CASES, CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND SELLER’S SOLE OBLIGATION FOR ANY BREACH OF THE LIMITED WARRANTY CONTAINED HEREIN SHALL BE LIMITED TO, AT SELLER’S OPTION, CREDIT FOR THE DEFECTIVE PRODUCT OR THE REPAIR OR REPLACEMENT OF THE DEFECTIVE PRODUCT, PROVIDED THAT SAID PRODUCT IS RETURNED TO THE COMPANY ACCORDING TO THE PROCEDURE DESCRIBED BELOW, AND PROVIDED THAT UPON THE COMPANY’S EXAMINATION, THE PRODUCT, WHEN TESTED WITHIN THE SPECIFIED RATINGS AND IN ACCORDANCE WITH GOOD ENGINEERING PRACTICE, DOES NOT MEET THE WARRANTY CONTAINED HEREIN, AS SELLER IN ITS SOLE DISCRETION SHALL DETERMINE. SELLER AND CUSTOMER AGREE AND UNDERSTAND THAT THE PRICE STATED FOR THE PRODUCTS AND SERVICES HEREIN DESCRIBED IS IN CONSIDERATION FOR THE LIMITATION OF SELLER’S LIABILITY FOR A BREACH OF THE ABOVE DESCRIBED EXPRESS WARRANTY AND THAT SUCH LIMITATION REPRESENTS A VALID AND REASONABLE ALLOCATION OF COMMERCIAL RISK BETWEEN THE PARTIES.
WARRANTY REPLACEMENT AND ADJUSTMENT
All claims under warranty must be made in writing promptly after the occurrence of circumstances giving rise thereto and must be received within the applicable warranty period by Seller or its authorized representative. Each claim must include the product type, serial numbers, and/or date code, sufficient to identify the product, and a full description of the circumstances giving rise to the claim. Before any products are returned for repair and/or adjustment, written authorization from Seller or its authorized representative for the return and instructions as to how and where the products should be shipped must be obtained. Any product returned to Seller for examination shall be sent prepaid by Customer via the means of transportation indicated as acceptable by Seller. Seller reserves the right to reject any warranty claim not promptly reported and any warranty claim on any item that has been altered or has been shipped by non-acceptable means of transportation. When any product is returned for examination and inspection, or for any other reason, Customer shall be responsible for all damage resulting from improper packing and handling and for loss in transit, notwithstanding any defect or nonconformity in the product. In all cases Seller has sole responsibility for determining the cause and nature of failure, and Seller’s determination with regard thereto shall be final. If it is found that Seller’s product has been returned without cause and is still serviceable, Customer will be notified and the product returned at Customer’s expense. In addition, a charge for testing and examination may, in Seller’s sole discretion, be made on products so returned.
COMPLIANCE WITH LAWS
Customer represents and warrants that its use of the Products sold hereunder complies with all laws, ordinances, governmental rules and regulations to which it is subject.
LIMITATION OF LIABILITY
THE MAXIMUM LIABILITY, IF ANY, OF SELLER RELATING TO PRODUCTS SOLD HEREUNDER, INCLUDING WITHOUT LIMITATION CONTRACT DAMAGES AND DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM SELLER’S BREACH OF THESE TERMS AND CONDITIONS OF SALE, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT WITH RESPECT TO THE PRODUCTS, OR ANY SERVICES IN CONNECTION WITH THE PRODUCTS, SHALL BE LIMITED TO AN AMOUNT NOT TO EXCEED THE PRICE OF SUCH PRODUCTS. IN NO EVENT SHALL SELLER BE LIABLE TO CUSTOMER OR ANY THIRD PARTY BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT TORT LIABILITY, OR OTHERWISE FOR ANY PUNITIVE, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST REVENUES AND PROFITS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
DISPUTES
Customer irrevocably consents to the exclusive jurisdiction and venue of the district courts of Collin County, Texas, in all matters arising out of or relating to the sale of products and/or services hereunder. Furthermore, CUSTOMER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO OR IN CONNECTION WITH THIS AGREEMENT.
SEVERABILITY
If any part of the terms and conditions stated herein is held void or unenforceable, such part, to the extent void or unenforceable will be treated as severable, leaving valid the remainder of the terms and conditions which shall be deemed revised so as to remain enforceable to the greatest extent possible consistent with such holding.
TERMS AND CONDITIONS OF SALE
TERMS AND CONDITIONS
Buyer hereby acknowledges it has read and agrees with the following terms and conditions. Products and services furnished by Seller are sold only on the terms and conditions stated herein, notwithstanding any different or additional terms or conditions stated on any Customer documentation, such as a purchase order, which purport to add to, modify, supersede, or alter the terms hereof, which documentation is expressly rejected hereby by Seller. Seller’s performance of any contract is expressly made conditional on Customer’s agreement to the terms and conditions stated herein unless otherwise specifically agreed to in writing by Seller. In the absence of such agreement, commencement of performance and/or delivery shall be deemed to be for Customer’s convenience only and shall not be deemed or construed to be acceptance of Customer’s terms and conditions or any of them. Further, Customer’s acceptance of any product or service shall be deemed acceptance of the terms and conditions stated herein. These terms and conditions and the sale of products by Seller shall be governed and construed in accordance with the laws of the State of Texas. Any action or proceeding commenced under or with respect to these terms and conditions shall be brought only in the district courts of Collin County, Texas.
PRICES
All prices are subject to the terms and conditions stated herein as well as any additional terms and conditions that may appear on the face of the invoice or other documentation provided by the Seller specifically governing the sale. In the case of a conflict between the terms and conditions stated herein and those appearing in other documentation provided by the Seller, the latter shall control. Seller’s prices are subject to change without notice. Unless otherwise stated in writing by Seller, all prices shall be exclusive of transportation, insurance, taxes, license fees, customs fees, duties, premiums, fees, and other charges. Any such taxes, fees, and charges will at Seller’s option be added to the price or paid directly by the Customer. Prices are for products only and do not include equipment, tools, dies, technical data, proprietary rights of any kind, patent rights, tests, or packaging (other than Seller’s standard packaging), unless expressly agreed to in writing by Seller.
TERMS OF PAYMENT
Payment in full is due prior to delivery. Payment of each of Seller’s invoices, whether or not such invoice covers Customer’s entire order shall be made in accordance with the terms of the invoice. If Customer fails to perform the terms of payment of any invoice or if the financial condition of Customer shall become impaired or unsatisfactory to Seller, or if necessitated by any act, or requirement of any governmental authority, Seller in its sole discretion, reserves the right to change the terms of payment and/or defer or discontinue further shipments without prejudice to any other lawful remedy available to Seller. Seller also reserves the right in the case of any of the foregoing events to cancel all of Customer’s orders, in which event Customer shall fully compensate Seller for any commitments, obligations, expenditures, expenses, and costs that Seller may have incurred in connection with the orders (e.g., conversion charges, restocking charges). Unless otherwise specified on the face hereof, Seller shall have the right to make partial shipments. Each partial shipment shall be deemed a separate sale and payment shall become due therefore, in accordance with the terms of payment of the related invoice. A delinquency charge of 1-1/2% interest per month overdue will be charged on past due accounts but in no event will the delinquency charge be greater than the maximum rate permitted by law. Customer shall pay all fees and expenses (including attorneys’ fees) incurred by Seller in the enforcement of Seller’s rights hereunder. Title for financial security purposes shall remain with Seller until Customer has made payment in full in accordance with the terms hereof. Customer shall defend, indemnify, and hold Seller harmless from any and all liability, claims, losses, damages, costs, and expenses (including reasonable attorneys’ fees and costs) arising from Customer’s breach of these terms and conditions of sale.
TRANSPORTATION AND RISK OF LOSS
Transportation will normally be in accordance with Customer’s shipping instructions. Risk of loss or damage shall pass to Customer upon delivery of the products to the transportation company. Confiscation or destruction of, or damage to products shall not release, reduce, or in any way affect the liability of Customer to make payment therefore. Notwithstanding any defect or nonconformity, or any other matter, such risk of loss or damage shall remain in Customer until the products are returned at Customer’s expense to such place as Seller may designate in writing. Customer, at its expense, shall fully insure products against all loss or damage until Seller has been paid in full thereof, or the products have been returned to Seller. All products must be inspected upon receipt and claims must immediately be filed with the transportation company and Seller when there is evidence of shipping damage, either concealed or external. Unless otherwise specified by Seller in writing as used in the clauses appearing herein or attached hereto, “delivery” shall occur when the product is delivered to the transportation company.
PERFORMANCE
Delivery and shipment dates are estimates only, and Seller does not guarantee delivery or shipment on or by such dates. Seller will make reasonable efforts to observe its dates indicated for delivery or other performance. However, Seller shall not be liable in any way because of any delay in performance hereunder due to unforeseen circumstances or to causes, beyond its control, including, without limitation, strike, lockout, embargo, riot, war, act of terrorism, fire, act of God, accident, failure or breakdown of components necessary to order completion, subcontractor, supplier or Customer caused delays, inability to obtain labor, materials or manufacturing facilities, or compliance with any law, regulation or order. Performance shall be deemed suspended during and extended for such time as any such circumstances or causes delay its execution. When such circumstances or causes have been remedied, Seller will make and Customer shall accept performance hereunder. Seller reserves the right, in its sole discretion, to allocate inventories and current productions and substitute suitable materials, when, in its opinion, such allocation or substitution is necessary or legally required due to such circumstances or causes. As used herein, “performance” shall include, without limitation, fabrication, assembly, shipment, delivery, testing, and warranty repair or replacement as applicable.
ACCEPTANCE
Each product furnished by Seller shall be deemed accepted by Customer unless written notice of defect or nonconformity is received by Seller within ten (10) days of delivery thereof. Notwithstanding the foregoing, use of any such product by Customer, its agents, employees, or licensees, for any purpose after delivery thereof, shall constitute acceptance of the product by Customer. All products accepted shall be paid for regardless of any claim relating to other deliveries or undelivered products.
CANCELLATION, SUSPENSION OR MODIFICATIONS BY CUSTOMER
Customer’s order can be cancelled, suspended, or modified only with Seller’s prior written consent.
INTELLECTUAL PROPERTY
No license or right is granted hereunder by Seller to Customer, directly or indirectly, under any patent, trademark, trade secret, or other intellectual property right. For the avoidance of doubt, Seller shall retain exclusive ownership of all right, title, and interest, throughout the world, in all intellectual property relating to product(s) purchased by Customer. Customer and Seller shall retain all rights in their respective trademarks and trade names. Customer agrees not to copy, alter, modify, reverse engineer, or attempt to derive the composition or underlying information, structure or ideas of the product(s) and must not remove, overprint, deface or change any notice of confidentiality, copyright, trademark, logo, legend or other notices of ownership thereon.
LIMITED WARRANTY
Seller warrants for a period of one (1) year from the date of purchase, only to the original purchaser, that each product delivered shall materially conform to the published product specifications in effect as of the date of shipment. This warranty does not extend to any products which have been subject to misuse, adverse conditions, abuse, neglect, or accident, or which have been altered or repaired outside of Seller’s control, or which have not been used strictly in accordance with all manuals and instructions. OTHER THAN THE WARRANTIES SET FORTH ABOVE, SELLER MAKES NO REPRESENTATIONS OR WARRENTIES WHATSOEVER WITH RESPECT TO THE PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. SELLER HAS NO CONTROL OF THIRD-PARTY INSTALLATION OR USE OF THE PRODUCTS. ACCORDINGLY, SELLER ASSUMES NO LIABILITY FOR VEHICLE FUNCTIONALITY OR SAFETY DURING OR AFTER THIRD-PARTY INSTALLATION OF THE PRODUCT. ADDITIONALLY SELLER ASSUMES NO LIABILITY FOR ANY DAMAGE CAUSED TO THE VEHICLE OR THE PRODUCT AS A RESULT OF INSTALLATION OF THE PRODUCT. SELLER ASSUMES NO RESPONSIBILITY FOR THIS PRODUCT IN ANY USE.
IN ALL CASES, CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND SELLER’S SOLE OBLIGATION FOR ANY BREACH OF THE LIMITED WARRANTY CONTAINED HEREIN SHALL BE LIMITED TO, AT SELLER’S OPTION, CREDIT FOR THE DEFECTIVE PRODUCT OR THE REPAIR OR REPLACEMENT OF THE DEFECTIVE PRODUCT, PROVIDED THAT SAID PRODUCT IS RETURNED TO THE COMPANY ACCORDING TO THE PROCEDURE DESCRIBED BELOW, AND PROVIDED THAT UPON THE COMPANY’S EXAMINATION, THE PRODUCT, WHEN TESTED WITHIN THE SPECIFIED RATINGS AND IN ACCORDANCE WITH GOOD ENGINEERING PRACTICE, DOES NOT MEET THE WARRANTY CONTAINED HEREIN, AS SELLER IN ITS SOLE DISCRETION SHALL DETERMINE. SELLER AND CUSTOMER AGREE AND UNDERSTAND THAT THE PRICE STATED FOR THE PRODUCTS AND SERVICES HEREIN DESCRIBED IS IN CONSIDERATION FOR THE LIMITATION OF SELLER’S LIABILITY FOR A BREACH OF THE ABOVE DESCRIBED EXPRESS WARRANTY AND THAT SUCH LIMITATION REPRESENTS A VALID AND REASONABLE ALLOCATION OF COMMERCIAL RISK BETWEEN THE PARTIES.
WARRANTY REPLACEMENT AND ADJUSTMENT
All claims under warranty must be made in writing promptly after the occurrence of circumstances giving rise thereto and must be received within the applicable warranty period by Seller or its authorized representative. Each claim must include the product type, serial numbers, and/or date code, sufficient to identify the product, and a full description of the circumstances giving rise to the claim. Before any products are returned for repair and/or adjustment, written authorization from Seller or its authorized representative for the return and instructions as to how and where the products should be shipped must be obtained. Any product returned to Seller for examination shall be sent prepaid by Customer via the means of transportation indicated as acceptable by Seller. Seller reserves the right to reject any warranty claim not promptly reported and any warranty claim on any item that has been altered or has been shipped by non-acceptable means of transportation. When any product is returned for examination and inspection, or for any other reason, Customer shall be responsible for all damage resulting from improper packing and handling and for loss in transit, notwithstanding any defect or nonconformity in the product. In all cases Seller has sole responsibility for determining the cause and nature of failure, and Seller’s determination with regard thereto shall be final. If it is found that Seller’s product has been returned without cause and is still serviceable, Customer will be notified and the product returned at Customer’s expense. In addition, a charge for testing and examination may, in Seller’s sole discretion, be made on products so returned.
COMPLIANCE WITH LAWS
Customer represents and warrants that its use of the Products sold hereunder complies with all laws, ordinances, governmental rules and regulations to which it is subject.
LIMITATION OF LIABILITY
THE MAXIMUM LIABILITY, IF ANY, OF SELLER RELATING TO PRODUCTS SOLD HEREUNDER, INCLUDING WITHOUT LIMITATION CONTRACT DAMAGES AND DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM SELLER’S BREACH OF THESE TERMS AND CONDITIONS OF SALE, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT WITH RESPECT TO THE PRODUCTS, OR ANY SERVICES IN CONNECTION WITH THE PRODUCTS, SHALL BE LIMITED TO AN AMOUNT NOT TO EXCEED THE PRICE OF SUCH PRODUCTS. IN NO EVENT SHALL SELLER BE LIABLE TO CUSTOMER OR ANY THIRD PARTY BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT TORT LIABILITY, OR OTHERWISE FOR ANY PUNITIVE, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST REVENUES AND PROFITS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
DISPUTES
Customer irrevocably consents to the exclusive jurisdiction and venue of the district courts of Collin County, Texas, in all matters arising out of or relating to the sale of products and/or services hereunder. Furthermore, CUSTOMER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO OR IN CONNECTION WITH THIS AGREEMENT.
SEVERABILITY
If any part of the terms and conditions stated herein is held void or unenforceable, such part, to the extent void or unenforceable will be treated as severable, leaving valid the remainder of the terms and conditions which shall be deemed revised so as to remain enforceable to the greatest extent possible consistent with such holding.