Order changes & cancellation
ORDER CHANGES/CANCELLATIONS
No change by Purchaser of any term or condition of this contract or any of Seller’s rights or remedies hereunder shall be binding on Seller, nor shall the order hereby acknowledged be changed or canceled by Purchaser unless approved in writing by Vibrant Pharma Inc. There are no representations, agreements, promises, or understandings between Purchaser and Seller that are not expressed herein.
LIMITATION ON CONSEQUENTIAL DAMAGES AND INDEMNIFICATION
Purchaser acknowledges that there may be hazards associated with the use of certain products offered. Purchaser agrees that their personnel concerned with any such product are aware of the hazards and assumes all responsibility for the warning of their employees and independent contractors of all hazards to persons and property in any way connected with the products, and purchaser agrees to instruct their employees, agents and customers to use safely such product. Purchaser also assumes all responsibility for the results of using any product offered in combination with other articles or substances, and in any manufacturing process, and for the ultimate safe disposal of the product in accordance with applicable local laws.
Vibrant Pharma products’ sole obligation and the purchaser’s exclusive remedy with respect to products proved to Vibrant Pharma satisfaction to be defective or nonconforming shall be return of such products to Vibrant Pharma, and refund of the purchase price actually paid therefore by the purchaser. Vibrant Pharma shall not be subject to any other obligations or liabilities, whether arising out of breach of contract, warranty, tort (including negligence and strict liability) or other theories of law, with respect to goods sold or technical services rendered by Vibrant Pharma, or any undertakings, acts or omissions relating thereto. Without limiting the generality of the foregoing, Vibrant Pharma specifically disclaims any liability for property or personal injury damages penalties, special or punitive damages, damages or lost profits or revenues, loss of use of product or any associated equipment, cost of capital, cost substitute products, facilities or services, down-time, shut-down, or slow-down costs, or for any other type of economic loss and for claims of the purchaser’s customers or any third party for any such damages. Vibrant Pharma PRODUCTS SHALL NOT BE LIABLE FOR AND DISCLAIMS ALL CONSEQUENTIAL, INCIDENTAL AND CONTINGENT DAMAGES WHATSOEVER.
The purchaser shall indemnify Vibrant Pharma from and against any and all losses, damages and expenses (including attorney’s fees and other costs of defending any action) that Vibrant Pharma may sustain or incur as a result of any claim of breach of contract, tort (including negligence, breach of implied warranty, strict liability in tort) or other theories of law, by the purchasers, its officers, agents or employees, its successors and assigns, and its customers, or other persons, whether direct or indirect, in connection with the use of the product furnished hereunder.