Agmt10 Flowserve US Inc. - Laserfiche WebLink

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XI. MISCELLANEOUS A. It is understood and agreed that in no instance is any person, signing this Agreement for or on behalf of Buyer or acting as an employee or representative of Buyer, liable on this Contract, or upon any warranty of buyer, or otherwise, and it is further understood and agreed that liability of Buyer is limited and confined to such liability as authorized or imposed by the Contract Sections or applicable law. B. In entering into a public contract or a subcontract to supply goods, services or materials pursuant to a public contract, the Seller irrevocably offers and agrees to assign to the awarding body all rights, title and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. 9 15) or under the Cartwright Act, (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services or materials pursuant to the public works contract or the subcontract. This assignment shall be made and become effective at the time Buyer tenders final payment to the Seller, without further acknowledgment by the parties. C. This Contract shall be deemed to have been entered into in the County of San Mateo, and governed in all respects by California law (excluding conflicts of laws). Any action at law or in equity brought by either of the parties will be tried in a court of competent jurisdiction in the County of San Mateo, and the parties waive all other provisions of law providing for a change of venue in these proceedings to any other county. D. All of the Equipment and Services shall be subject to the approval of the Buyer or its authorized representative. The Equipment and Services shall conform strictly to the provisions of the Technical Specifications. E. This Agreement constitutes the entire agreement between the parties pertaining to its subject matter and supersedes all prior or contemporaneous agreements, representations, and understandings of the parties. No supplement, modification or amendment of this agreement shall be binding unless approved and executed by the parties in the same manner as the original agreement. No waiver of any of the provisions of this agreement shall be implied, nor shall an express waiver of one provision be deemed to constitute a waiver of any other provision, irrespective of the similarities of such provisions, nor shall a single waiver of one provision constitute a continuing waiver thereof. No waiver shall be binding unless acknowledged in writing by the party making the waiver. XII. LIMITATION OF LIABILITY The remedies set forth herein are exclusive, and the total liability of the Seller with respect to this Contract, or any breach thereof, whether based on contract, warranty, tort (including negligence), indemnity, strict liability or otherwise, shall not exceed the Contract Price of the specific equipment or service which gives rise to the claim. In no event, whether arising before or after completion of its obligations under the Contract, shall Seller be liable for special, consequential, indirect, incidental or penal damages of any kind (including but not limited to loss of use, revenue or profits, inventory or use charges, cost of capital, or claims of customers) incurred by Buyer or any third party. AGREEMENT MAIN PUMP PROCUREMENT PACKAGE Agreement-7