LIMITATION OF SELLER’S LIABILITY: BUYER SPECIFICALLY AGREES THAT SELLER’S ENTIRE LIABILITY FOR ANY AND ALL DAMAGE, INJURY OR LOSS (REGARDLESS OF THE NATURE OR EXTENT OF BUYER’S DAMAGE, INJURY OR LOSS) ARISING OUT OF OR RELATED TO THE PRODUCTS PURCHASED FROM SELLER SHALL BE THE TOTAL PRICE PAID BY BUYER TO SELLER FOR THE PRODUCTS PURCHASED HEREUNDER. BUYER FURTHER AGREES THAT UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE, EITHER UNDER THIS AGREEMENT OR UNDER ANY THEORY OF INTENTIONAL TORT, NEGLIGENCE, STRICT LIABILITY, STATUTORY LIABILITY, WARRANTY OR OTHERWISE, FOR ANY ACTUAL, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION BUYER’S LOST PROFITS.
Indemnification by Buyer: Buyer shall fully indemnify and hold Seller harmless from and against any and all liabilities, damages, claims, costs, or expenses, including reasonable attorneys’ fees and costs, which arise out of or relate to Buyer’s purchase, use, transfer and/or sale/resale of any Products purchased hereunder; provided, however, that nothing contained herein shall require Buyer to defend or indemnify Seller for any losses or damages arising solely out of any negligent or willful act, error, or omission of Seller.
Severability: To the extent that any of the disclaimers of warranty, exclusions of liability, or limitations of damages contained in this Article or in this Agreement conflict with applicable law, the offending provision(s) shall be modified to provide to Seller the fullest protection allowed by applicable law. Further, if any provision of this Agreement shall be declared invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect.
Buyer is required to pay local state taxes relating to the purchase of product in the United States should the need arise.
Survival of Terms and Conditions: The terms and conditions of this Agreement shall survive the expiration of the Warranty Period.
No Oral Modifications: This Agreement may not be altered, amended, modified, or rescinded in any way except by written instrument duly executed by an officer of Seller.
Entire Agreement: This Agreement contains the entire agreement between Buyer and Seller and the terms hereof are all contractual and not a mere recital. All previous discussions or negotiations have been merged into this Agreement. Buyer has not relied upon any oral or written representations, express or implied warranties, or agreements that are not expressly contained in the body of this Agreement.
Governing Law: The internal substantive laws of the Province of Manitoba (but not its conflicts of laws provisions nor any provision of the United Nations Convention on Contracts for the International Sale of Goods) shall govern and apply to this Agreement such that all issues concerning this Agreement (including without limitation validity, enforceability, construction, interpretation, performance, breach and remedies) shall be decided under the laws of the Province of Manitoba.
Exclusive Forum and Consent to Personal Jurisdiction: Buyer and Seller agree that the state, provincial and federal courts located in Manitoba shall be the exclusive judicial forums for the adjudication of all disputes between them arising out of or relating to this Agreement, and each party consents to the exercise of personal jurisdiction over him/it in any such adjudication and hereby waives any and all objections and defenses to such personal jurisdiction regardless of whether such objection or defense is based upon the venue, Manitoba's long-arm statute, the parties’ respective residence and/or contacts with Manitoba, the convenience of the witnesses and/or the parties, the inconvenience of the forum, or otherwise.
Lien Waivers and Acknowledgements
Please be advised that unless specifically noted otherwise on the invoice we are suppliers only of the product sold. Accordingly we will only acknowledge for the purposes of Lien Waivers and Acknowledgments that may be required in connection with this supply that:
- We are suppliers of the product herein to the named buyer shown on this invoice; and
- We have paid all parties who have or may have any claim through us in connection with the within supply;
- We know of no other party that may have a claim arising through us in connection with this supply; and
- Subject to receipt of full payment of invoice we hereby waive and release our right to any lien arising out of this supply.