8. PAYMENT: Payment must be made in full prior to release of any equipment. Send payment as instructed by invoice.
9. DELIVERY: Buyer will pick up materials on schedule as predetermined by Buyer and Seller.
10. SALVAGE RIGHTS: Buyer MAY NOT identify the Seller or use the Seller?s name or that of its affiliates or its or their trademarks in the advertising, use, or sale of this material.
11. SPECIAL CONDITIONS: The material is sold ?As is ? Where is? without warranty as to its use for any particular purpose.
12. CANCELLATION CHARGE: If Buyer does not provide complete delivery instructions or otherwise defaults on delivery, Seller is entitled to cancel sale and charge Buyer a cancellation fee of: Not applicable, no cancellation fee.
13. LIABILITY LIMITATION: BUYER AGREES THAT THE MATERIAL SUPPLIED HEREUNDER IS SOLD AS A SCRAP, SURPLUS OR SALVAGE PRODUCT IN "AS IS" CONDITION AND SELLER MAKES NO EXPRESS OR IMPLIED WARRANTIES IN CONNECTION THEREWITH INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PURPOSE, NOR DOES SELLER REPRESENT THAT THE EQUIPMENT OR MATERIAL IS SUITABLE FOR USE IN ANY CAPACITY. THE LIMIT OF SELLER'S LIABILITY FOR ANY CLAIM ARISING OUT OF THIS TRANSACTION WHETHER IN CONTRACT, TORT OR STRICT LIABILITY SHALL BE THE INVOICE PRICE OF THE PARTICULAR SHIPMENT OUT OF WHICH THE CLAIM ARISES AND IN NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES.
14. ASSIGNMENT: This agreement may not be assigned or any or all of it contracted out to another party without the prior written approval of the Seller.
15. INDEMNITY: Buyer agrees to indemnity and save Seller, its Parent and affiliates harmless from any and all judgments, orders, decrees, awards, costs, expenses, including attorney's fees and claims on account of damage to property (including claims under the Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act, Canadian Environmental Protection Act and similar federal; state or local laws) or personal injury (including death) which may be sustained by the Buyer, the Buyer's employees, or the Seller, or the Seller's employees, or third persons, and arising out of or in connection with this sale, or the use or handling of the equipment or material sold whether such loss, damage injury, or liability is contributed to by the negligence of Seller or its Parent or their employees (except that this indemnity shall not apply to damages, injuries, or the cost incident thereto found to be caused by the sole negligence of the Seller or its Parent).
15A. With respect to equipment, Buyer acknowledges an awareness of hazards associated with the use of such equipment and agrees upon receipt of the equipment to inspect it in order to verify its suitability for use by Buyer or others. Buyer further agrees to arrange for inspection and certification of the equipment in accordance with applicable codes and standards, including without limitations the following:
16. INSURANCE
16A. GENERAL INSURANCE POLICY REQUIREMENTS: For the PERIOD, Buyer shall maintain in full force and effect the insurance coverage set forth in Section entitled INSURANCE COVERAGE with underwriters acceptable to Seller and having an A. M. Best?s rating of ?A VIII? or better or its equivalent rating where not available. For the PERIOD, Buyer shall cause its subcontractors to maintain at their own expense reasonable insurance coverage. Buyer shall provide Seller with a copy of Certificate(s) of Insurance. All insurance policies shall provide for a thirty (30) calendar days prior written notice to Seller in the event of termination, cancellation, non renewal or a material change to the requirements as set forth in the Section entitled INSURANCE. All insurance policies shall be primary without right of contribution from any of Seller?s insurance carriers.
16B. INSURANCE COVERAGE
16B.1 Commercial General Liability including Products Completed Operations and Blanket Contractual ?occurrence form? coverage with the following limits of liability: (i) minimum $5,000,000 per occurrence combined single limit for Bodily Injury and Property Damages; and (ii) minimum $5,000,000 limit of liability per occurrence for Products-Completed Operations, and Contractual Liability to include liability assumed under this AGREEMENT.
16B.2 WORKERS' COMPENSATION: Workers' Compensation will provide no-fault statutory benefits as prescribed by the LAW of the State, Province or Countries in which work is performed to Buyer's employees due to a job-related injury resulting from an accident or occupational disease. Employers' Liability is to be provided in the minimum amount of U.S. $ 1,000,000 per occurrence for all sums that the insured becomes legally obligated to pay as damages because of bodily injury by accident or disease sustained by the insured arising out of and in the course of employment.
16C. COMPREHENSIVE AUTOMOBILE LIABILITY: Comprehensive Automobile Liability Insurance, if the use of motor vehicles is required, for owned or non-owned vehicles with limits of at least U.S. $2,000,000 per accident, combined single limit for Bodily Injury and Property Damage, or any other minimum as required by the LAWS of the States or Countries in which Buyer may be required to make usage of automobiles.
16D. ADDITIONAL INSURED: The Commercial General Liability and Automobile Liability policies, if required hereunder, shall include Seller Indemintee as additional insured in connection with the activities contemplated by the scope of this AGREEMENT to be stated explicitly on the Certificate(s) of Insurance.
16E. WAIVER OF SUBROGATION: Buyer hereby irrevocably and unconditionally waives and shall cause its insurers to irrevocably and unconditionally waive any rights of subrogation for claims against Seller Indemnitee, to be documented to Seller?s satisfaction.
16F. LIABILITY OF BUYER: Buyer?s compliance with the Section entitled INSURANCE shall not relieve Buyer of any liability to Seller Indemnitee arising under any other provision of this AGREEMENT except to the extent that such monies recovered are paid to Seller Indemnitee to reduce Buyer?s obligations to Seller Indemnitee. Buyer shall be liable for any and all deductibles it may incur in connection with any of the policies listed in the Section entitled INSURANCE.
17. RISK OF LOSS: The risk of loss for all equipment and/or materials removed from the Seller shall be on the Buyer the moment it assumes responsibility for removing the equipment and/or materials from the Seller. Buyer is solely responsible for any subsequent disposal.
18. BUYER'S LABOR, EQUIPMENT, EXPENSES: It is specifically agreed and understood that the Buyer is an independent contractor and not an agent of the Seller. Buyer entirely at its own expense shall provide all equipment, material, labor, permits, licenses, fees, etc., as may be necessary for it to effect the removal of the equipment or material. The Buyer's employees, equipment, and property enter and remain on Seller's premises entirely at the Buyer's risk as regards any and all hazards excepting only those found to be caused by Seller's sole negligence. The Buyer is responsible to maintain its equipment in a clean, sanitary, and safe-operating condition to the Seller's satisfaction. The Buyer's employees must be compatible with all other persons working on the Seller's premises whether such persons be Seller's employees or the employees of third parties. While on Seller's premises, Buyer's employees must observe Seller's rules and regulations
19. SUSPENSION/CANCELLATION: Should either party be physically prevented from fulfilling the terms of this Agreement due to strike, flood, fire or other catastrophe beyond its reasonable control, this Agreement shall be suspended for the duration of the disabling circumstances subject to delivery of written advice by the affected party to the other party within ten (10) days after the disabling circumstances first occur. Buyer's failure to satisfactorily comply with all the conditions of this Agreement shall entitle the Seller to cancel this agreement without obligation by written notice to the Buyer. This condition in no way limits the Seller's rights. Inaction of the Seller shall not be construed as waiver or forgiveness of the Buyer's failures or defaults. Any change in Seller's operation which may necessitate a change in any condition of this Agreement shall entitle the Seller to re-negotiate or entirely cancel the Agreement without obligation on giving forty-five (45) days advance written notice to the Buyer.
20. TERMINATION FOR CONVENIENCE BY SELLER: Seller may, for any reason and at any time, terminate this AGREEMENT upon at least thirty (30) calendar days written notice to Buyer, without any penalty, liability or further obligation. Upon receipt of such notice of termination, buyer shall take immediate steps to bring work to a close in a prompt and orderly manner and to use its best efforts to mitigate COST. Under no circumstances shall Seller be liable for consequential damages, including, but not limited to loss of anticipated profits, loss of business and loss of goodwill arising out of or relating to Seller?s termination in accordance with this Section.
21. COMPLETE AGREEMENT: This Agreement contains all the terms of agreement between the parties with regard to the subject of the agreement, and any other oral or written condition or understanding in addition to or at variance with any of the foregoing is void and of no effect.
Buyer and Seller acknowledge acceptance of the terms and conditions of this Agreement effective upon signature by Buyer and Seller below.
