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<br />Page 32 of 36
<br />June 16, 2022 Project B26030-000
<br />185.683.001 Redwood City Public Library
<br /> Downtown Branch
<br />
<br />“Use or disclosure of proposal data is subject to the restriction(s) on the confidentiality page of this proposal.”
<br />PAYMENT. PAYMENT DELAY
<br />26. The purchase price as specified in LYNGSOE’s Order Acknowledgement is payable according to the payment terms specified in the Order
<br />Acknowledgement. In the absence of payment terms in the Order Acknowledgement, delivery will only take place against simultaneous cash payment
<br />of the purchase price.
<br />27. In the event that the Customer should remain in arrears with payments to LYNGSOE for any reason for 10 business days or more, LYNGSOE shall
<br />be entitled to:
<br />a) Terminate the Order Acknowledgement and/or any other contracts of sale and demand immediate return of all unpaid Goods, deliv ered to
<br />the Customer, at the Customer’s expense;
<br />b) Suspend delivery of the Order Acknowledgement and/or any other contracts of sale for future delivery;
<br />c) Keep any Customer property in LYNGSOE’s possession as a lien;
<br />d) Claim interest at the rate of 2 % per month or any part thereof, as from the due date and until payment is made;
<br />e) Sell the Goods to a third party and claim from the Customer damages for any loss suffered.
<br />At the request of Customer, LYNGSOE shall in writing inform the Customer of its decision to assert any of the above rights but shall not be
<br />required to give any notice.
<br />28. LYNGSOE may use all monies received from the Customer towards payment of any part of any debt owing by the Customer at LYNGSOE’s sole
<br />discretion irrespective of any instructions to the contrary by the Customer.
<br />INTELLECTUAL PROPERTY RIGHTS INFRINGEMENTS
<br />29. To the best of LYNGSOE’s knowledge, Goods delivered by LYNGSOE to the Customer do not infringe any third-party intellectual property rights.
<br />However, LYNGSOE does not make any warranty to that effect. Moreover, LYNGSOE shall have no liability for any claim of infringement which is
<br />based on the use of the Goods other than as authorized by LYNGSOE and in a manner for which they were designed. In the event that Goods or
<br />any part(s) thereof are held by a court of competent jurisdiction, not subject to appeal, to infringe a third party’s intellectual property right, proprietary
<br />right or contractual right, LYNGSOE shall in its sole discretion (a) procure for the Customer and the Customers‘ customers th e right to continue to
<br />use the Goods; (b) replace the Goods with non-infringing Goods, subject to the Customer assigning all property rights to such Goods to LYNGSOE;
<br />(c) modify the Goods, or, where modification does not require any special knowledge, provide the Customer with parts enabling him to modify the
<br />Goods at his own expense, to avoid infringement; or (d) recall the Goods. If LYNGSOE decides to recall the Goods, LYNGSOE shall, if the Goods
<br />were delivered to the Customer within the immediately preceeding two year period, refund the purchase price for the Goods to the Customer less a
<br />reasonable depreciation due to age, use, and condition, subject to the Customer assigning all property rights to such Goods to LYNGSOE. If the
<br />Goods were delivered to the Customer before the immediately preceding two year period, LYNGSOE shall not be obligated to make any refund.
<br />30. The above constitutes LYNGSOE’s maximum liability in respect of Clause 29 herein, and the Customer shall limit his liability towards his customers
<br />accordingly.
<br />LIMITATION OF LIABILITY
<br />31. In no event shall LYNGSOE be liable in tort, contract or otherwise (including negligence) to compensate the Customer for any business interruption,
<br />loss of (anticipated) profits, revenue, business, contracts or (anticipated) savings, costs of procurement of subsitute Goods or services or any other
<br />special, indirect or consequential loss or any punitive damages.
<br />32. LYNGSOE’s total liability under any cause of action shall not exceed the amounts received by LYNGSOE from the Customer pursua nt to the Order
<br />Acknowledgement giving rise to the liability. However, in regard specifically to LYNGSOE's total liability for damages caused by defects in the Goods
<br />delivered (Product Liability), such liability shall in no event - regardless of whether such damages are arising in contract, tort, negligence or otherwise
<br />- exceed DKK 2 million per damage/DKK 20 million per year.
<br />33. In the event that LYNGSOE incurs liability towards a third party with respect to Goods delivered or services provided to the Customer, including in
<br />respect of product liability and intellectual property rights infringement, the Customer is obliged to indemnify LYNGSOE to the extent that LYNGSOE’s
<br />liability is limited under the provisions stipulated above.
<br />GENERAL
<br />34. The GTCS and all contracts of sale of Goods, including but not limited to, any and all Order Acknowledgement, between LYNGSOE and the Customer
<br />shall be exclusively governed by and construed in accordance with the laws of the Maryland. The Parties submit to the exclusive jurisdiction of
<br />Maryland courts. If a third-party files a claim against one of the Parties for damages on product liability or intellectual property rights infringements,
<br />this Party shall immediately inform the other Party thereof. The Parties are mutually obliged to let themselves be summoned to appear before a court
<br />of justice / arbitration that hears such claim for damages. The mutual relationship between LYNGSOE and the Customer shall however be resolved
<br />in accordance with the provisions of this Clause.
<br />35. The invalidity, unenforceability or illegality of any term, condition or stipulation in the GTCS shall not affect the validit y, enforceability or legality of
<br />the remaining terms, conditions and stipulations of the GTCS.
<br />36. Except as provided herein, any required or permitted notices hereunder must be given in writing at the registered address of each Party, or to such
<br />other address as either Party may notify to the other Party by written notice in the manner contemplated herein, by one of th e following methods:
<br />electoronic mail, hand delivery, registered mail, or facsimile.
<br />37. Non-performance of either Party shall be excused to the extent that performance is rendered impossible by strike, lock -out, fire, severe weather,
<br />flood, earthquake, terrorism, war, acts of God, governmental acts, failure of suppliers or carriers for any reason or any other reasons beyond the
<br />reasonable control of the non-performing party.
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