TERMS AND CONDITIONS SKYJACK - Flipbook - Page 6
and other costs of defense) arising from or otherwise connected with Buyer's or its agent’s
failure to properly install the Goods.
16. Technical and Proprietary Information. With respect to the Goods, any designs, patents
or trademarks or other intellectual property supplied by the Seller shall be and remain the sole
and exclusive property of the Seller and may be used only as expressly authorized by Seller.
Any sketches, models or samples submitted by Seller shall remain the property of Seller, and
shall be treated as confidential information unless Seller has in writing indicated a contrary
intent. No use or disclosure of such sketches, models or samples, or any design or production
techniques revealed thereby, shall be made without the express, prior written consent of Seller.
Buyer shall not use the Seller’s confidential information, or permit it to be accessed or used, for
any purpose or otherwise in any manner to the Seller’s detriment, including without limitation,
to reverse engineer, disassemble, decompile or design around the Seller’s confidential
information, proprietary services, techniques, designs, products and/or confidential intellectual
property.
17. Assignment. Seller may, without Buyer's consent, assign this Agreement, or any interest,
including without limitation, grant a security interest in the Goods. Any assignee may reassign
the agreement, or any of them without notice to you, and shall have all of the rights but none of
Seller's obligations under the Agreement. Buyer may not assign any of its rights, duties or
obligations under this Agreement without Seller's prior written consent, and any attempted
assignment without such consent will be void and of no effect or consequence.
18. Compliance with Laws. Buyer shall comply with and conform to all applicable municipal,
state, provincial, federal, national, and foreign laws relating to the Agreement and the Goods,
and shall pay all costs and expenses of every character occasioned by or involving the
ownership and possession of the Goods, including all taxes, assessments, public charges,
impositions or fees imposed by any such authorities. Buyer represents, warrants and covenants
to Seller that Buyer, any party retained or paid by the Buyer, and any purchaser of the Goods
from Buyer, has and will comply with all applicable export control laws, anti-boycott laws,
economic and trade sanctions, embargoes, and other applicable laws, regulations and executive
orders regarding the export, re-export, transfer, distribution and sale of the Goods, or any
component part thereof, including without limitation, the U.S. Export Administration
Regulations (15 C.F.R. §§ 730-799), continued in effect under the International Emergency
Economic Powers Act (IEEPA), (50 U.S.C. §1701 et seq.), the Arms Export Control Act (22
U.S.C. 2751, et seq.), the International Traffic in Arms Regulations (22 C.F.R. §§ 120-130), as
these laws and regulations may be amended or superseded from time to time, and all other
applicable laws, regulations and executive orders. Buyer shall be solely responsible for the
exportation of the Goods if applicable. Buyer assumes full responsibility for preparing,
submitting and procuring all licenses, permits, approvals, clearances and other documentation
required to export the Goods out of the USA and import the Goods into the intended
destination. Buyer shall be solely responsible for and shall pay when due all export taxes,
import taxes, customs charges and duties, VAT and all other fees, taxes and related charges
concerning or otherwise related to the exportation, importation, transportation, possession, and
storage of the Goods. Buyer further represents and warrants to Seller that it has complied, and
covenants to continue to comply, with the United States Foreign Corrupt Practices Act, 15
U.S.C. §§ 78dd-1, et seq. with respect to all transactions, activities, and operations of Buyer
relating to the Goods.
19. Governing Law, Jurisdiction and Venue. This Agreement will be construed under and
subject to the laws of Toronto, ON Canada. All litigation, court actions and other legal
proceedings between the parties arising under this Agreement will and must be exclusively held
