LIMITATION OF WARRANTY. THE EQUIPMENT AND OR MATERIAL (THE "PRODUCTS") ARE SOLD "AS IS, WHERE IS" WITH ALL FAULTS AND DEFECTS. THE DESCRIPTION OF THE PRODUCTS ON THE FACE OF THIS AGREEMENT, INCLUDING ANY DRAWINGS, DIAGRAMS OR BLUEPRINTS FURNISHED TO BUYER BY HEARTLAND RECOVERY, INC. ("HEARTLAND") OR ITS CONSIGNORS, ARE FOR THE SOLE PURPOSE OF IDENTIFYING THE PRODUCTS AND DO NOT IN ANY WAY CONSTITUTE A WARRANTY, GUARANTEE OR REPRESENTATION THAT THE PRODUCTS CONFORM TO SUCH DESCRIPTION OF ANY CONDITION REFERRED TO THEREIN. HEARTLAND WARRANTS ONLY TITLE TO THE PRODUCTS. HEARTLAND AND ITS CONSIGNORS MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER MATTER OF ANY KIND WITH RESPECT TO THE PRODUCTS.
ASSUMPTION OF RISK - INDEMNIFICATION. Buyer acknowledges that flammable, toxic or other hazardous materials may have been in contact with the Products and that the Products may contain such materials. Buyer expressly assumes all risk of and responsibility for injury or damage to Buyer (or its employees or agents), any of its subcontractors (or its employees or agents), or any person, firm or corporation (or its employees or agents), directly or indirectly employed or engaged by either Buyer or any of its subcontractors or Buyer's vendees (or its employees or agents) based on or arising out of ownership, possession, dismantling, removal, handling or use of the Products. Buyer agrees to indemnify and save Heartland and its consignors harmless against any and all liabilities, demands, claims, causes of action, losses, damages, costs and expenses that any or all of them may hereafter suffer as a result of bodily injuries (including death) to any person or damage (including loss of use) to any property occurring to, or caused in whole or in part by Buyer based on or arising out of ownership, possession, dismantling, removal, handling or use of the Products. Buyer shall not be liable to Heartland under this Agreement for liabilities, demands, claims, causes of action, losses, damages, costs and expenses to any property caused by or resulting from the sole and direct negligence of Heartland. NEITHER HEARTLAND OR ITS CONSIGNORS SHALL BE LIABLE FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL DAMAGES OR OTHER DAMAGES OR LOSSES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, LABOR COSTS, LOSS OF USE OF OTHER EQUIPMENT, THIRD PARTY REPAIRS, PERSONAL INJURY, EMOTIONAL OR MENTAL DISTRESS, IMPROPER PERFORMANCE OR WORK, PENALTIES OF ANY KIND, LOSS OF SERVICE OF PERSONNEL, OR FAILURE OF EQUIPMENT TO COMPLY WITH ANY FEDERAL, STATE OR LOCAL LAWS OF ANY JURISDICTION.
PAYMENTS. Buyer shall pay Heartland the total purchase price in full by cashier's bank check or cash in U.S. currency, including any and all applicable sales tax, unless Buyer provides Heartland with a certificate indicating its tax exempt status at the time of payment. The purchase price does not include the cost of dismantling, removing, preparing, packaging or shipping of the Products, unless expressly provided on the face of this Agreement.
INSPECTION. Prior to signing this Agreement Heartland and/or its consignors have given Buyer an opportunity to fully inspect the Products.
TAXES. Buyer will reimburse Heartland and/or its consignors for any tax payable by Heartland and/or its consignors on the sale of the Products including, but not limited to, sales tax, use tax and gross receipts tax. Any such tax may, at Heartland's and/or its consignors' option, be added to the price specified herein.
FORCE MAJEURE. Performance may be suspended by either party in case of acts of God, war, riots, fire, explosion, flood, strike, lockout, injunction, inability to obtain fuel, power, materials, labor, containers or transportation facilities, law, order or request of any governmental agency, or any cause beyond the control and without the fault or negligence of such party preventing its performance.
INSURANCE. Buyer shall provide Heartland evidence of the following insurance coverages:
|(a) Employer's Liability||$1,000,000 each occurrence|
|(b) General Liability (Bodily Injury)||$2,000,000 each occurrence|
|(c) General Liability (Property Damage)||$2,000,000 each occurrence|
|(d) Automobile Liability (Bodily Injury and Property Damage)||$2,000,000 each occurrence|
|(e) Workmen's Compensation||Statutory|
The general liability insurance shall include coverage for all of Buyer's contractual liability under Paragraph 2.
ASSIGNMENT. Buyer may not assign its rights or delegate its performance hereunder without the prior written consent of Heartland and/or its consignors, and any attempted assignment or delegation without such consent shall be void.
SUBCONTRACTORS. Buyer shall not subcontract any work for the dismantling or removal of the Products without the prior written consent of Heartland and/or its consignors, and any attempted subcontracting or delegation without such consent shall be void. Buyer shall have full authority over and responsibility for the performance of all portions of any work subcontracted. Nothing contained in this Agreement is intended to nor shall the same create any contractual relationship between any subcontractor and Heartland and/or its consignors. Buyer agrees to bind every subcontractor to the terms, conditions and provisions of this Agreement.
SHIPMENT. shall assume title to and risk of loss of the Products upon the date of commencement of dismantling or the date of shipment, whichever first occurs in time.
MISCELLANEOUS. The validity, interpretation and performance of this Agreement shall be governed and construed ion accordance with the laws of the State of Iowa. This Agreement constitutes the full understanding of the parties, and is a complete and exclusive statement of the terms of their agreement. No conditions, understanding or agreement purporting to modify or vary the terms of this Agreement shall be binding unless made in writing and signed by both parties. No waiver by Heartland, its consignors or Buyer with respect to any breach or default of any right or remedy, and no course of dealing, shall be deemed to constitute a continuing waiver or any other breach of default of any other right or remedy unless such waiver be expressed in writing signed by the parties to be bound.
CONFIDENTIALITY. Buyer agrees that during the course of this Agreement, and at any time subsequently, Buyer will not, without Heartland's or its consignors' prior written approval, use for itself or for others, or disclose to any third party, any confidential information, knowledge, or data concerning any product, apparatus, process, formula, manufacturing method or manner of doing business belonging to or regarding Heartland and/or its consignors that may come to Buyer's attention in the course of the performance of this Agreement. The obligations in this Paragraph shall not apply to information, knowledge or data already known to Buyer or that is, prior to this time or disclosure, properly in the public domain.
ELECTRONIC SIGNATURES. Heartland and Buyer each agree that signatures and authorizations in connection with this Agreement and the transactions contemplated hereby, may be affected by facsimile, e-mail or other electronic transmissions, and such electronic transmissions shall be binding on Heartland and Buyer.