API LIMITED WARRANTY AND EXPORT REGULATIONS
American Polarizers, Inc. (API) warrants its products to be free from defects in material and workmanship for one (1) year from the date of manufacture. The sole remedy for a breach of this warranty shall be limited to repair, replacement of the defective products with an equal amount of new products, or reimbursement of an amount equal to the cost of the defective API products. The purchaser acknowledges that the API products are of a specification, size, design, capacity and description selected by the purchaser and the purchaser is satisfied that the API products are suitable and fit for its purposes. API has not made and does not make any warranty or representation whatsoever, either expressed or implied, as to the fitness, condition, merchantability, design or operation of the API products, their fitness for a particular purpose, the quality or capacity of the materials or workmanship, other than the stated one (1) year limited warranty above, nor any other representation or warranty whatsoever.
Notwithstanding anything to the contrary contained in the sales documents, API shall not, under any circumstances, be liable to the purchaser or any third party for consequential, incidental, special or exemplary damages arising out of or related to the transaction contemplated hereunder, whether in an action based on contract, tort (including negligence or strict liability) or any other legal theory, including, but not limited to loss of anticipated profits, or benefits of use or loss of business, even if API is apprised of the likelihood of such damages occurring. It is expressly understood and agreed that each and every provision stating a limitation of liability, disclaimer of warranties or exclusion of damages, is intended by the parties to be severable from any other provisions and is a separable and independent element of risk allocation and is intended to be enforced as such.
Except for claims of patent infringement and claims solely based upon API’s own negligence in the manufacture of the API product or performance of API’s obligations as seller, the purchaser shall defend, indemnify and hold API harmless from and against any and all claims arising out of or based upon sale of the API products or use of the products manufactured by API. Such claims of damages shall include any reasonable attorneys’ fees and costs API incurs in the defense of the same. The purchaser shall give API prompt notice, in writing, of any such claim.
Export Regulations: Unless otherwise agreed by Seller, in writing, all items falling under this purchase order are to be delivered in the United States and are not intended for export. Buyer shall not export any such items except in strict conformity with the laws, rules, and regulations of the United States and other countries and shall be solely responsible for costs of obtaining all licenses, permits or exemptions required for any such exportation. Buyer shall indemnify and hold the Seller harmless for any expenses incurred by Seller as a direct or indirect result of Buyer’s failure to comply with applicable laws, rules, and regulations.
API shall also permit the purchaser, through purchaser’s counsel, to defend the same under its control and give the purchaser all information, assistance and authority to enable it to do so.
Placement of an order and acceptance of delivery shall be deemed acceptance of the limited warranty and indemnity terms stated hereinabove.