This Agreement ((Agreement)) constitutes the terms and conditions relating to (1) the purchase of product(s) ((Product(s))); and/or (2) the purchase ofparts and components ((Accessories));and/or (3) the license of software ((Software)) and/or (4) the license of signal services ((Signal Services)).The aforementioned Products, Accessories, Software or Signal Services may be provided by NovAtel Inc. and any of its affiliates ((NovAtel)) to the buyer ((Buyer)) subject to NovAtel's acceptance of Buyer's purchase order.
2. ELECTRONIC ORDERING:
4. PAYMENT TERMS:
6. COPYRIGHT AND CONFIDENTIALITY
PRODUCTS/ACCESSORIES/SOFTWARE The warranty period for the Products shall be one (1) calendar year from the date of the invoice; and the warranty period for the Accessories shall beninety (90) calendar days from the date of the invoice ((Warranty Period) (as applicable to Products or Accessories)).NovAtel warrants that during the Warranty Period that (a) the Product and/or Accessories will be free from defects in material and workmanship and conform to NovAtel specifications; (b) the Software will be free from error which materially affect performance; and (c) if applicable as defined in the User's Manual, the Software shall be eligible for access to post contract support and updates when available.Buyer's exclusive remedy for a claim under this warranty, at NovAtel's sole option, shall be limited to the repair or replacement of the Products and/or Accessories which are defective or nonconforming at NovAtel's facility.In the case of Software, NovAtel shall provide a Software revision for implementation by the Buyer.All Products and/or Accessories returned under warranty shall be returned to NovAtel pre-paid by the Buyer. In the event that returned Products and/or Accessories are confirmed by NovAtel to be a warranted failure, then the Products and/or Accessories shall be returned to the Buyer pre-paid by NovAtel.
The foregoing warranties do not extend to (i) nonconformities, defects or errors in the Products and/or Accessories due to accident, abuse, misuse or negligent use of the Products and/or Accessories or use of same in other than a normal and customary manner, or environmental conditions not conforming to NovAtel's specifications, or failure to follow prescribed installation, operating and maintenance procedures; or (ii) defects, errors or nonconformities in the Products and/or Accessories due to modifications, alterations, additions or changes not made in accordance with NovAtel's specifications or authorized in writing by NovAtel; or (iii) normal wear and tear; or (iv) damage caused by force of nature or act of any third person; or (v) shipping damage; or (vi) service or repair ofthe Products and/or Accessories by the Buyer without the prior written consent of NovAtel; or (vii) Products and/or Accessories designated by NovAtel as beta site test samples, experimental, developmental, pre-production, sample, incomplete or out of specification Products and/or Accessories; or (viii) returned Products and/or Accessories if the original identification marks have been removed or altered or (ix) services or research activities.
TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE AFOREMENTIONED WARRANTIES ARE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES DOES NOVATEL WARRANT THAT ANY SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR FREE.
7.2 SIGNAL SERVICES: WHERE SIGNAL SERVICES ARE REQUISITIONED, THE DURATION OF ANY SIGNAL SERVICES REQUIREMENT SHALL BE STATED ON THE PURCHASE ORDER.WHERE SIGNAL SERVICES ARE PROVIDED, AVAILABILITY AND/OR ACCURACY OF THE SIGNALSERVICES ARE NOT GUARANTEED AND THEY ARE PROVIDED AT THE SOLE RISK OF THE BUYER.NOVATEL MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, BY FACT OR LAW WITH RESPECT TO THE PROVISION OF THE SIGNAL SERVICES INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF MERCHANTABILITY.ALL PUBLISHED DATA RELATING TO THE COVERAGE OF THE SIGNAL SERVICES IS APPROXIMATED. RECEPTION AND/OR ACCURACY OF THE SIGNAL SERVICES IS DEPENDENT ON: (I) THE BUYER'S RECEIVER AND LOCATION; (II) INTERFERENCE TO TRANSMISSIONS OF SIGNAL SERVICES FROM ATMOSPHERIC OR OTHER SOURCES; (III) OBSTRUCTION OF ACCESS TO OR REFLECTION OF SIGNAL SERVICES DUE TO PROXIMITY OF STRUCTURES AT THE WORK LOCATION; (IV) INTERRUPTION TO OR NON-PERFORMANCE OF ANY OF THE GNSS CONSTELLATIONS; (V) BUYER USING ANY SIGNAL SERVICES IN CONJUNCTION WITH ANY FREE TO AIR SIGNALS SUCH AS IALA MARINE RADIO BEACONS. SIGNAL SERVICES ARE PROVIDED (AS IS) ANDNOVATEL MAKES NO ASSURANCE OF SUCCESSFUL TRANSMISSION OF SIGNAL SERVICES.NOVATEL SHALL NOT BE RESPONSIBLE TO BUYER OR ANY OTHER PARTY FOR LOST REVENUES, LOST PROFITS, LOST DATA OR ANY OTHER SPECIAL, INCIDENTAL, DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES OR FOR LOSS OR DAMAGE OR OTHER EXPENSE DIRECTLY OR INDIRECTLY ARISING FROM THE USE OF OR INABILITY TO USE THE SIGNAL SERVICES INCLUDING ANY COMMERCIAL LOSS OF ANY KIND.BUYER SHALL BE RESPONSIBLE FOR AND SHALL SAVE, INDEMNIFY, DEFEND AND HOLD HARMLESS NOVATEL ON DEMAND, FROM AND AGAINST ALL CLAIMS, LOSSES, DAMAGES COSTS (INCLUDING LEGAL COSTS) EXPENSES AND LIABILITIES ARISING FROM BUYER'S USE OF OR ARISING FROM ANY THIRD PARTY'S USE OF THE SIGNAL SERVICES, OR ARISING FROM BUYER'S INABILITY TO USE THE SIGNAL SERVICES OR ARISING FROM ANY THIRD PARTY'S INABILITY TO USE THE SIGNAL SERVICES.
8. EXPORT CONTROL:
9. SOFTWARE LICENSE:
10. SIGNAL SERVICES LICENSE
11. EXCLUSION OF LIABILITY
12. GOVERNING LAW AND VENUE:
14. ENTIRE AGREEMENT: