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10.1. IN NO EVENT SHALL SELLER BE LIABLE TO CUSTOMER, ITS
<br />CUSTOMERS, EMPLOYEES, AGENTS, AND OTHER REPRESENTATIVES FOR
<br />ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL
<br />DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF
<br />PROFITS, REVENUE, GOODWILL, OR USE, WHETHER IN AN ACTION IN
<br />CONTRACT, TORT, STRICT LIABILITY, OR IMPOSED BY STATUTE, OR
<br />OTHERWISE, EVEN IF SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH
<br />DAMAGES. NOTWITHSTANDING ANY OF THE TERMS CONTAINED HEREIN,
<br />SELLER´S LIABILITY FOR ANY CLAIM èWHETHER BASED UPON CONTRACT,
<br />TORT, EQUITY, NEGLIGENCE, OR ANY OTHER LEGAL CONCEPT è SHALL IN
<br />NO EVENT EXCEED THE PURCHASE PRICE PAID BY THE CUSTOMER FOR
<br />THE PRODUCTS, GIVING RISE TO SUCH CLAIM. CUSTOMER HEREBY
<br />ACKNOWLEDGES AND AGREES THAT THE PROVISIONS OF THESE TERMS
<br />FAIRLY ALLOCATE THE RISKS BETWEEN SELLER AND CUSTOMER, THAT
<br />SELLER´S PRICING REFLECTS THIS ALLOCATION OF RISK, AND BUT FOR
<br />THIS ALLOCATION AND LIMITATION OF LIABILITY, SELLER WOULD NOT
<br />HAVE ENTERED INTO AN AGREEMENT WITH CUSTOMER FOR
<br />THE SALE OF THE PRODUCTS.
<br />10.2. Seller shall not be liable for, and Customer assumes responsibility and shall
<br />indemnify, defend, and hold Seller harmless for any and all claims, including without
<br />limitation claims for personal injury or property damages, resulting from (a) the
<br />improper or inadequate use, storage, handling, operation, assembly, integration,
<br />incorporation, assembly, maintenance, or unauthorized alteration, modification, or
<br />repair of the Products (including without limitation, the use storage, handling,
<br />operation, or integration of the Products contrary to written instructions and/or
<br />recommendations of Seller or inadequate training of personnel), (b) changes to
<br />construction and materials pursuant to Customer´s requests, (c) use of improper
<br />tools, resources, or accessories including those but not limited to any third party
<br />tools, resources, or accessories that are not approved by Seller or not in accordance
<br />with Seller´s recommendations, instructions, or directions, (d) acts or omissions of
<br />failure to properly communicate Seller´s instructions and warnings to users of the
<br />Products, or (f) Customer´s, its employees, agents, representatives, customers or
<br />any third party´s non-compliance with applicable laws, rules and regulation, (g) Force
<br />Majeure, or (h) ordinary wear and tear of the Products (e.g., sweep bristles).
<br />10.3. In jurisdictions that limit or preclude limitations or exclusion of remedies,
<br />damages, or liability, such as liability for gross negligence or willful misconduct or do
<br />not allow implied warranties to be excluded, the limitation or exclusion of warranties,
<br />remedies, damages, or liability set forth in these Terms are intended to apply to the
<br />maximum extent permitted by applicable law, and these Terms shall be deemed
<br />amended to comply with such limitations or exclusions. Customer may also have
<br />other rights that vary by state, country or other jurisdiction.
<br />1.1. "Confidential Information" means: (i) any know-how, trade secrets, and
<br />other business or technical information of Seller that is confidential or
<br />proprietary or due to its nature or under the circumstances of its disclosure
<br />the Customer knows or has reason to know should be treated as confidential
<br />or proprietary, including but not limited to quotations, drawings, project
<br />documentation, samples and models.
<br />11.2. Confidential Information does not include information that: (i) is or
<br />becomes generally known to the public through no fault or breach of
<br />these Terms by the Customer; (ii) is rightfully known by the Customerat the
<br />time of disclosure without an obligation of confidentiality; (iii) is
<br />independently developed by the Customer without use of Seller´s
<br />Confidential Information; (iv) is rightfully received by the Customer from a
<br />third party without restriction on use or disclosure; or (v) is disclosed with
<br />Seller´s prior written approval.
<br />11.3. Customer shall not use Seller's Confidential Information except as
<br />necessary to use the Products and will not disclose such Confidential
<br />Information to any third party except to those of its employees, agents,
<br />subcontractors, or representatives who have a bona fide need to know such
<br />Confidential Information to enable Customer to use the Products; provided
<br />that each such employee, agent, subcontractor,and/or representative is/are
<br />bound by a written agreement that contains use and nondisclosure
<br />restrictions not less stringent than the terms set forth in this Section 11.3.
<br />The Customer will employ all reasonable steps to protect Seller´s
<br />Confidential Information from unauthorized use or disclosure, including, but
<br />not limited to, all steps that it takes to protect its own information of like
<br />importance. The foregoing obligations will not restrict the Customer from
<br />disclosing Seller's Confidential Information: (i) pursuant to the order or
<br />requirement of a court, administrative agency, or other governmental body,
<br />provided that the Customer gives reasonable notice to Seller to contest such
<br />order or requirement; (ii) to its legal or financial advisors; and (iii) as required
<br />under applicable securities regulations.
<br />11.4. In the event of a violation or threatened violation of Customer´s
<br />obligations under this Section 11, Seller shall be entitled to seek equitable
<br />relief, including in the form of a restraining order, orders for preliminary or
<br />permanent injunction, specific performance and any other relief that may be
<br />available from any court, without the requirement to secure or post any
<br />bond, or show actual monetary damages in connection with such relief.
<br />These remedies shall not be deemed to be exclusive but in addition to all
<br />other remedies available under these Terms, at law, or in equity.
<br />9.4. In the event of an alleged breach of the Limited Product Warranty (a "Defect"),
<br />Customer shall, at Customer´s sole expense, send the Product to Seller. Seller shall
<br />conduct the necessary tests on such Product within a reasonable period. If Seller
<br />confirms the Defect, Sellershall, at its sole option and discretion, repair or replace the
<br />Defective Product. If the repair or replacement of the Defective Product is
<br />commercially unreasonable to Seller, Seller may, at its sole discretion, issue a refund
<br />to Customer in the amount Seller deems adequate. Such repair, replacement, or
<br />refund shall be the sole liability of Seller and the sole remedy of Customer with
<br />respect to a Defect. In no event shall any warranty claims for a Defect be made after
<br />twelve (12) months from the date of Customer´s receipt of the Products. Any
<br />Products or parts returned to Seller for removal or repair under this Section 9.4 shall
<br />be the property of Seller. Any applicable Limited Product Warranty period shall not
<br />start anew with the repair or replacement of the Defective Product (or any portion
<br />thereof).
<br />9.5. Except for Limited Product Warranty, SELLER HEREBY EXPRESSLY
<br />EXCLUDES AND DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER
<br />EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED
<br />WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
<br />PURPOSE OR NONINFRINGEMENT. Seller makes no other warranties with respect
<br />to the Products, and no person is authorized to make any warranties on behalf of
<br />Seller that are inconsistent with the warranties set forth under this Section 9.
<br />10. LIMITATION OF LIABILITY
<br />11. CONFIDENTIALITY
<br />3
<br />12. INTELLECTUAL PROPERTY
<br />12.1 Seller reserves the sole and exclusive ownership of the intellectual
<br />property rights in the Products (including but not limited to the technology
<br />used to manufacture the Products) and any improvements thereof
<br />regardless of inventorship or authorship. Customer shall not (and shall
<br />cause its employees, agents, representatives and customers to not)
<br />reverse engineer, decompile, disassemble, or decode any of Seller´s
<br />intellectual property embedded or used in any of the Product.
<br />13. FORCE MAJEURE
<br />13.1. Seller shall not be responsible for any failure or delay in its
<br />performance under these Terms due to causes beyond its reasonable
<br />control, including, but not limited to, disruptions of the public power
<br />supply, communications, and transportation infrastructure, governmental
<br />measures, malware or hacker attacks, fire, extraordinary weather events,
<br />epidemics, pandemics (or any government restrictions implemented as a
<br />result thereof), nuclear and chemical accidents, earthquakes, war, terrorist
<br />attacks, labor disputes, strikes, lockouts, shortages of or inability to obtain
<br />labor, energy, raw materials or supplies, or other acts of God.
<br />14. MISCELLANEOUS
<br />14.1. If any provision contained in these Terms or any Confirmed Order is
<br />held by final judgment of a court of competent jurisdiction to be invalid,
<br />illegal, or unenforceable, such invalid, illegal, or unenforceable
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