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EM-111 10/12/2023
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<br />implied warranty of condition of fitness for a particular purpose are expressly excluded and disclaimed.
<br />Statements made by sales representatives or in promotional materials do not constitute warranties.
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<br />b. Exclusions of Incidental and Consequential Damages
<br />In no event shall MacQueen be liable for consequential, incidental or punitive damages incurred by Customer or
<br />any third party in connection with any matter arising out of or relating to this Agreement, or the breach thereof,
<br />regardless of whether such damages arise out of breach of warranty, tort, contract, strict liability, statutory
<br />liability, indemnity, whether resulting from non-delivery or from MacQueen’s own negligence, or otherwise.
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<br />11. Insurance
<br />MacQueen maintains the following limits of insurance with a carrier(s) rated A- or better by A.M. Best:
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<br />Commercial General Liability Insurance:
<br /> Products/Completed Operations Aggregate: $ 2,000,000
<br /> Each Occurrence: $ 2,000,000
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<br /> Umbrella/Excess Liability Insurance:
<br /> Aggregate: $ 5,000,000
<br /> Each Occurrence: $ 5,000,000
<br />The Customer may request MacQueen to provide the Customer with a copy of a current Certificate of Insurance
<br /> with the coverages listed above.
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<br />12. Indemnity
<br />The Customer shall indemnify, defend and hold harmless MacQueen, its officers, employees, dealers, agents or
<br />subcontractors, from any and all claims, costs, judgments, liability, loss, damage, attorneys’ fees or expenses of any
<br />kind or nature whatsoever (including, but without limitation, personal injury and death) to all property and persons
<br />caused by, resulting from, arising out of or occurring in connection with the Customer's purchase, installation or use
<br />of goods sold or supplied by MacQueen which are not caused by the sole negligence of MacQueen or Pierce.
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<br />13. Force Majeure
<br />MacQueen shall not be responsible nor deemed to be in default on account of delays in performance due to causes
<br />which are beyond MacQueen’s control which make MacQueen’s performance impracticable, including but not
<br />limited to civil wars, insurrections, strikes, riots, fires, storms, floods, other acts of nature, explosions, earthquakes,
<br />accidents, any act of government, delays in transportation, inability to obtain necessary labor supplies or
<br />manufacturing facilities, allocation regulations or orders affecting materials, equipment, facilities or completed
<br />products, failure to obtain any required license or certificates, acts of God or the public enemy or terrorism, failure of
<br />transportation, epidemics, quarantine restrictions, failure of vendors (due to causes similar to those within the scope
<br />of this clause) to perform their contracts or labor troubles causing cessation, slowdown, or interruption of work.
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<br />14. Default
<br />The occurrence of one or more of the following shall constitute a default under this Agreement:
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<br /> (a) the Customer fails to pay when due any amounts under this Agreement or to perform any of its obligations
<br /> under this Agreement; (b) MacQueen fails to perform any of its obligations under this Agreement; (c) either
<br /> party becomes insolvent or become subject to a bankruptcy or insolvency proceedings; (d) any representation
<br /> made by either party to induce the other to enter into this Agreement is false in any material respect; (e) the
<br /> Customer dissolves, merges, consolidates or transfers a substantial portion of its property to another entity; or
<br /> (f) the Customer is in default or has breached any other contract or agreement with MacQueen.
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<br />15. Relationship of Parties
<br />Neither party is a partner, employee, agent, or joint venture of or with the other.
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<br />16. Assignment
<br />Neither party may assign its rights and obligations under this Agreement unless it has obtained the prior written
<br />approval of the other party.
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