Common use of LIMITATION OF REMEDIES AND LIABILITIES Clause in Contracts

LIMITATION OF REMEDIES AND LIABILITIES. BUYER’S SOLE AND EXCLUSIVE REMEDY, AND SELLER’S SOLE LIABILITY, FOR ANY BREACH OF WARRANTY OR NONCONFORMITY IN MATERIALS SUPPLIED SHALL BE FOR SELLER, AT ITS OPTION, TO REPLACE OR REFUND THE PURCHASE PRICE OF ANY SUCH DEFECTIVE OR NONCONFORMING GOODS. TO THE MAXIMUM EXTENT PERMITTED BY APPLIABLE LAW, IN NOT EVENT WILL SELLER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, AND SELLER’S LIABILITY SHALL IN NO EVENT REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED EXCEED THE PURCHASE PRICE OF THE GOODS RECEIVED BY SELLER UNDER THE INVOICE FOR THE GOODS WHICH GIVE RISE TO THE CLAIM OR THE COST OF GOODS SHIPPED IN AN AVERAGE ONE MONTH PERIOD, WHICHEVER IS LESS. SELLER SHALL HAVE NO LIABILITY TO ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, BUYER’S CUSTOMER(S) AND/OR END USERS OF BUYER’S PRODUCTS. XXXXX’S REMEDY OF REPLACEMENT OR REFUND FOR NONCONFORMING GOODS AS PROVIDED IN THIS PARAGRAPH 13 IS EXCLUSIVE OF ALL OTHER REMEDIES AT LAW OR IN EQUITY.

LIMITATION OF REMEDIES AND LIABILITIES. (A) THE REMEDIES SPECIFIED IN THE WARRANTIES APPLICABLE TO THESE TERMS, SHALL CONSTITUTE THE SOLE REMEDIES OF THE BUYER AND THE SOLE LIABILITY OF SELLER WITH RESPECT TO SUCH GOODS OR WORK, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. (B) IN NO EVENT SHALL SELLER HAVE ANY LIABILITY TO BUYER’S SOLE AND EXCLUSIVE REMEDY, WHETHER AS A RESULT OF BREACH OF CONTRACT, TORT LIABILITY (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND SELLER’S SOLE LIABILITYWHETHER ARISING BEFORE, FOR ANY BREACH DURING, OR AFTER DELIVERY OF WARRANTY THE GOODS OR NONCONFORMITY IN MATERIALS SUPPLIED SHALL BE FOR SELLERWORK, AT ITS OPTION, TO REPLACE OR REFUND THE PURCHASE PRICE OF ANY SUCH DEFECTIVE OR NONCONFORMING GOODS. TO THE MAXIMUM EXTENT PERMITTED BY APPLIABLE LAW, IN NOT EVENT WILL SELLER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVECONSEQUENTIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGESPUNITIVE LOSS OR DAMAGE OF ANY NATURE WHATSOEVER. (C) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS CLAUSE 14, AND THE MAXIMUM LIABILITY OF SELLER UNDER THESE TERMS (WHETHER BY REASON OF BREACH OF CONTRACT, TORT, INDEMNIFICATION OR OTHERWISE, BUT EXCLUDING LIABILITY OF SELLER FOR BREACH OF WARRANTY OR FOR THIRD PARTY LIABILITY CAUSED BY THE SOLE NEGLIGENCE OF SELLER’S LIABILITY ) SHALL IN NO EVENT REGARDLESS OF NOT EXCEED AN AMOUNT EQUAL TO THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED EXCEED THE TOTAL PURCHASE PRICE OF PAID BY BUYER TO SELLER WITH RESPECT TO THE GOODS RECEIVED BY SELLER UNDER THE INVOICE FOR THE GOODS WHICH GIVE OR WORK GIVING RISE TO THE CLAIM OR THE COST OF GOODS SHIPPED IN AN AVERAGE ONE MONTH PERIOD, WHICHEVER IS LESS. SELLER SHALL HAVE NO LIABILITY TO ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, BUYER’S CUSTOMER(S) AND/OR END USERS OF BUYER’S PRODUCTS. XXXXX’S REMEDY OF REPLACEMENT OR REFUND FOR NONCONFORMING GOODS AS PROVIDED IN THIS PARAGRAPH 13 IS EXCLUSIVE OF ALL OTHER REMEDIES AT LAW OR IN EQUITYSUCH LIABILITY.

LIMITATION OF REMEDIES AND LIABILITIES. (A) THE REMEDIES SPECIFIED IN THE WARRANTIES APPLICABLE TO THESE TERMS, SHALL CONSTITUTE THE SOLE REMEDIES OF THE BUYER AND THE SOLE LIABILITY OF SELLER WITH RESPECT TO SUCH GOODS OR WORK, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. (B) IN NO EVENT SHALL SELLER HAVE ANY LIABILITY TO BUYER’S SOLE AND EXCLUSIVE REMEDY, WHETHER AS A RESULT OF BREACH OF CONTRACT, TORT LIABILITY (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND SELLER’S SOLE LIABILITYWHETHER ARISING BEFORE, FOR ANY BREACH DURING, OR AFTER DELIVERY OF WARRANTY THE GOODS OR NONCONFORMITY IN MATERIALS SUPPLIED SHALL BE FOR SELLERWORK, AT ITS OPTION, TO REPLACE OR REFUND THE PURCHASE PRICE OF ANY SUCH DEFECTIVE OR NONCONFORMING GOODS. TO THE MAXIMUM EXTENT PERMITTED BY APPLIABLE LAW, IN NOT EVENT WILL SELLER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVECONSEQUENTIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGESPUNITIVE LOSS OR DAMAGE OF ANY NATURE WHATSOEVER. (C) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS CLAUSE 14, AND SELLER’S LIABILITY SHALL IN NO EVENT REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED EXCEED THE PURCHASE PRICE OF THE GOODS RECEIVED BY SELLER UNDER THE INVOICE FOR THE GOODS WHICH GIVE RISE TO THE CLAIM OR THE COST OF GOODS SHIPPED IN AN AVERAGE ONE MONTH PERIOD, WHICHEVER IS LESS. SELLER SHALL HAVE NO LIABILITY TO ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, BUYER’S CUSTOMER(S) AND/OR END USERS OF BUYER’S PRODUCTS. XXXXX’S REMEDY OF REPLACEMENT OR REFUND FOR NONCONFORMING GOODS EXCEPT AS PROVIDED IN THIS PARAGRAPH 13 IS EXCLUSIVE CLAUSE 15, THE MAXIMUM LIABILITY OF ALL OTHER REMEDIES AT LAW SELLER UNDER THESE TERMS (WHETHER BY REASON OF BREACH OF CONTRACT, TORT, INDEMNIFICATION OR IN EQUITYOTHERWISE, BUT EXCLUDING LIABILITY OF SELLER FOR BREACH OF WARRANTY OR FOR THIRD PARTY LIABILITY CAUSED BY THE SOLE NEGLIGENCE OF SELLER) SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL PURCHASE PRICE PAID BY BUYER TO SELLER WITH RESPECT TO THE GOODS OR WORK GIVING RISE TO SUCH LIABILITY.

LIMITATION OF REMEDIES AND LIABILITIES. BUYER’S CUSTOMER AND PSS ACKNOWLEDGE THAT THE FOLLOWING PROVISIONS REFLECT A FAIR ALLOCATION OF RISK: A. REMEDIES. CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND SELLER’S SOLE LIABILITY, REMEDIES FOR ANY BREACH OF WARRANTY OR NONCONFORMITY IN MATERIALS SUPPLIED PSS'S DEFAULT HEREUNDER SHALL BE FOR SELLER(I) TO OBTAIN THE REPAIR, AT ITS OPTION, TO REPLACE REPLACEMENT OR REFUND CORRECTION OF THE PURCHASE PRICE OF ANY SUCH DEFECTIVE OR NONCONFORMING GOODS. EQUIPMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLIABLE LAWWARRANTED ABOVE OR, IF PSS REASONABLY DETERMINES THAT SUCH REMEDY IS NOT ECONOMICALLY OR TECHNICALLY FEASIBLE, (II) TO OBTAIN AN EQUITABLE PARTIAL OR FULL REFUND OF AMOUNTS PAID WITH RESPECT TO THE DEFECTIVE SECURITY SERVICE. CUSTOMER MAY TERMINATE THIS AGREEMENT AND RECOVER AMOUNTS PAID HEREUNDER WITH RESPECT TO THE INFRINGING SECURITY SERVICE, IN WHICH CASE, SUCH TERMINATION AND RECOVERY SHALL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY IN RESPECT THEREOF. B. LIABILITIES. PSS SHALL NOT EVENT WILL SELLER BE LIABLE FOR ANY AMOUNT EXCEEDING THE SUM OF FEES PAID FOR THE SECURITY SERVICE AT ISSUE DURING THE TWELVE (12) MONTHS PRECEDING SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY PUNITIVE, SPECIAL, INDIRECT, INCIDENTALINCIDENTAL OR OTHER CONSEQUENTIAL DAMAGES (INCLUDING LOST SAVINGS, PUNITIVEPROFIT OR Schedule 5.4.1 Page 16 of 19 102 BUSINESS INTERRUPTION, LOSS OR MISAPPROPRIATION OF DATA, OR CONSEQUENTIAL DAMAGESLOSS OR MISAPPROPRIATION OF CONFIDENTIAL OR PROPRIETARY INFORMATION, AND SELLER’S LIABILITY SHALL EVEN IF THE PARTY IS ADVISED IN NO EVENT REGARDLESS ADVANCE OF SUCH POSSIBILITY) OF THE LEGAL OTHER PARTY OR EQUITABLE THEORY UPON WHICH ANY THIRD PARTIES ARISING OUT OF OR IN RELATION TO THIS AGREEMENT. THE CLAIM IS BASED EXCEED PARTIES AGREE TO WORK IN GOOD FAITH TO IMPLEMENT THE PURCHASE PRICE PURPOSES OF THIS AGREEMENT, BUT RECOGNIZE THAT THE GOODS RECEIVED SECURITY SERVICE TO BE PROVIDED BY SELLER PSS COULD NOT BE MADE AVAILABLE UNDER THE INVOICE FOR THE GOODS WHICH GIVE RISE THESE TERMS OR OTHER SIMILAR TERMS WITHOUT A SUBSTANTIAL INCREASE IN COST IF PSS WERE TO THE CLAIM OR THE COST ASSUME A GREATER DEGREE OF GOODS SHIPPED IN AN AVERAGE ONE MONTH PERIOD, WHICHEVER IS LESS. SELLER SHALL HAVE NO LIABILITY TO ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, BUYER’S CUSTOMER(S) AND/OR END USERS OF BUYER’S PRODUCTS. XXXXX’S REMEDY OF REPLACEMENT OR REFUND FOR NONCONFORMING GOODS AS PROVIDED IN THIS PARAGRAPH 13 IS EXCLUSIVE OF ALL OTHER REMEDIES AT LAW OR IN EQUITYCUSTOMER.