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Les langues disponibles
Les langues disponibles
SURFOX
Smart Passivation Tester
TM
3.
Duties; Taxes. Any tax, duty, excise or other charge imposed or levied by any governmental
or taxing authority (other than on income) in respect of the Products and Services covered hereby or in
respect of the manufacture, transportation or sale thereof, shall be added to the purchase price for
same and be borne by Customer.
4.
Shipping Charges. Separate charges for shipping and handling shall apply unless otherwise
specifically agreed to in writing by Walter.
5.
Title to Products; Risk of Loss; Ship Dates. Subject to the terms and provisions of this
Agreement (including the provisions relating to Product Software), title to Products, and risk of loss and
damage, shall pass from Walter to Customer on shipment from Walter's facility. Ship dates are
estimates only. All deliveries will be subject to Walter's availability schedule. Walter shall not be liable for
delivery delays due to causes beyond its control.
6.
Delivery. Delivery terms are subject to change without notice from Walter. If any such
adjustment in delivery with respect to any Product shall be unacceptable to Customer, and Customer
notifies Walter to that effect in writing within 15 days after receipt by Customer of notice of such
adjustment, this Agreement shall terminate insofar as it relates to such Product, but otherwise shall
continue in full force and effect. The failure of Customer to so notify Walter within such time shall be
deemed an acceptance by Customer of such changes.
7.
Inspection. The Customer agrees to make an examination and test of all Products delivered
hereunder upon arrival. The parties acknowledge and agree that the price stated for Products reflect
the allocation of risk and liability assumed by the parties hereunder and is a consideration in limiting
Walter's liability. Failure to give notice of any claim within thirty (30) days from the earlier of date of
delivery or date fixed for delivery, shall constitute a waiver by Customer of all claims in respect of such
Products.
8.
Product Software.
a.
b.
c.
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The Product or components thereof may contain on-board software (including
firmware) originating from Walter or its suppliers or manufacturers (the "Product
Software"), including software embedded in components of the passivation
probe of Walter's passivation analysis and measurement product marketed as
the "SURFOX Smart Passivation Tester".
Subject to the terms and conditions of this Agreement, Walter and its suppliers
grant to Customer a non-exclusive, non-transferable license to use one (1) copy
of the Product Software in association with Customer's personal use of the
Product, in object code form only (the "Product Software License"). The Product
Software is licensed, not sold, to Customer, and title to the Product Software
shall remain solely with Walter. The Product Software License shall also be
subject to the following limitations, as applicable:
i.
Customer shall use the Product Software solely as embedded in, for
execution on, or for communication with Walter equipment owned or
leased by Customer; and
ii.
Customer's use of the Product Software shall be limited to use on a
single hardware chassis, and on a single central processing unit, as
applicable.
Except as expressly provided otherwise under this Agreement, Customer shall
have no right, and Customer specifically agrees not to:
i.
transfer, assign or sublicense its rights under the Product Software
License to any other person, and any such attempted transfer,
assignment or sublicense shall be void;
ii.
use the Product Software on unauthorized or second-hand Walter
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