RISK OF LOSS
Regardless of the manner of shipment
and regardless of when title to the Products passes, risk of loss or damage to
the Products shall pass to Buyer upon tender to the carrier at the factory or
warehouse of Full House, except in those instances in which delivery is made by
Full House’s vehicles, in which case risk of loss shall pass upon tender to
Buyer at its place of business. No deferment of shipment at Buyer’s request
beyond the dates indicated in the Quotation will be made except on terms that
will indemnify Full House against all loss and additional expense, including,
but not limited to, demurrage, handling, storage and insurance charges.
PROPRIETARY
RIGHTS
Buyer agrees it will not copy, nor permit anyone else to copy,
any Products or parts thereof, or any pattern, plan, drawing, specification,
instruction or depiction thereof, without written approval of Full House, and
that it will not knowingly, directly or indirectly, violate or infringe upon or
contest the validity of any patent, license or other right of Full House
pertaining to any of said products. Where any product is manufactured from
patterns, plans, drawings or specifications furnished by Buyer, Buyer shall
indemnify Full House against and save Full House harmless from all loss, damage
and expense arising out of any suit or claim against Full House for
infringement of any patent, trademark, copyright or other right because of Full
House’s manufacture of such Product or because of the use or sale of such
product by any person. The terms of any Full House Software License Agreement
submitted to Buyer with the products and are incorporated herein by
reference.
LIMITATION OF
LIABILITY
In no event shall Full House be liable to buyer for any special, punitive, indirect, incidental or consequential damages (Including lost profits or loss of goodwill) arising out of, or as a result of, the sale, delivery, non-delivery, servicing, use or loss of use of the products or any part thereof, or for any charges or expenses of any nature incurred without Full House's written consent, even though Full House has been negligent, and buyer indemnifies and holds Full House harmless from any and all such claims of damage by buyer or others. In no event shall Full House’s liability under any claim made by buyer under this agreement or otherwise exceed the purchase price of the product in respect to which damages are claimed.
LIMITATIONS
Any suit or other action based upon breach of this Agreement or upon any other
claim arising out of this sale (other than an action by Full House for any
amount due to Full House by Buyer) must be commenced within one year from the
date of tender of delivery by Full House, or in the case of a cause of action based
upon an alleged breach of warranty, within one year from the date within the
Warranty Period in which the defect is or should have been discovered by Buyer.
GOVERNING LAW
This Agreement and the sale of
all Products shall be governed by and construed in accordance with the laws of
the State of Florida. Whenever there is a conflict of laws, the laws of
Florida shall prevail. Any claim arising out of or in any way related to
this Agreement shall be instituted and adjudicated in Brevard County Courts in
the U.S.A. The parties consent to and agree not to contest the personal
jurisdiction of and venue in such courts, acknowledge that these forums are
convenient and waive their rights to demand a jury trial.